Terms and Conditions

Version 1.0

1 PARTIES AND SCOPE
1.1 These subscription terms (“Terms”) apply between ECIT Solutions A/S, company reg. (CVR) no. 28 84 31 51, Rudolfgårdsvej 1B, 8260 Viby J, Denmark (“ECIT Solutions” or the “Supplier”), and the business customer (the “Customer”) that subscribes to ECIT Buddy (the “Services”) online.
1.2 The Services are offered exclusively to businesses. By ordering, the Customer warrants that the order is placed in the course of business, that the Customer holds a valid CVR number, and that the person accepting the Terms is authorised to bind the Customer. The Services are not offered to consumers, and consumer-protection rules do not apply.
1.3 Where the Customer has an existing cooperation or managed-services agreement with ECIT Solutions and the Services are delivered as part of it, that agreement and its appendices apply instead of these Terms.

2 FORMATION OF THE AGREEMENT
2.1 The agreement is formed when the Customer, on placing an online order, actively accepts these Terms and the associated data processing agreement, including its list of sub-processors, cf. clause 11. Acceptance is recorded electronically with a timestamp and the versions of the Terms, the data processing agreement and the list of sub-processors accepted.
2.2 ECIT Solutions reserves the right to refuse or cancel an order, including following a manual onboarding and validation process.

3 THE SERVICES
3.1 The Services are described in the service description for ECIT Buddy in force from time to time, which forms an integral part of the agreement and is available at http://ecit.com/dk/wp-content/uploads/2026/09/ECIT-Buddy.pdf
3.2 The Services are delivered as an isolated instance per customer from ECIT Solutions’ own data centre on Danish soil, with access to several models via a web interface and API, cf. the service description.
3.3 The platform is under continuous development. ECIT Solutions may adjust the selection of models, context windows, rate limits and prices in line with developments in models and hardware, subject to clause 4.6. Material changes are notified with 30 days’ notice, and the Customer’s remedy is to terminate, cf. clause 6.

4 PRICES, USAGE AND INVOICING
4.1 The prices in force from time to time appear on ECIT Solutions’ website. All prices are in DKK excluding VAT.
4.2 The Services are charged at a fixed price per standard user. Each user includes a monthly allowance of 1 million tokens, which may be used freely across the available models and which is exhausted when 1 million tokens have been consumed in total, regardless of the models used. The included allowances of the Customer’s users are pooled and shared across the Customer’s account. Consumption beyond the included allowance is charged per consumed token, at a per-token price that depends on the model used, as token pricing varies from model to model. The per-token prices in force for each model appear on ECIT Solutions’ website. Unused tokens are not carried forward.
4.3 A minimum purchase of 5 users per customer applies.
4.4 Invoicing begins on activation of the Services. Where the Customer pays by invoice, the fixed price per user is charged quarterly in advance and consumption beyond the included allowance is measured monthly, per model, and charged in arrears. Where the Customer pays by prepaid balance, charges are settled from the balance on the same cycle, as set out in clause 5. Other changes to the subscription during the period, including a changed number of users, are adjusted in the same way as ECIT Solutions’ other ongoing services.
4.5 ECIT Solutions’ measurement of consumption is decisive unless the Customer documents an error. Payment falls due 8 days after the invoice date.
4.6 ECIT Solutions may adjust prices with 30 days’ notice. On a price increase, the Customer’s remedy is to terminate the Services, cf. clause 6, with effect before the increase takes effect.

5 PAYMENT METHODS
5.1 The Customer pays either (a) by invoice, due 8 days after the invoice date, on the cycle set out in clause 4.4, or (b) by payment card via a prepaid balance.
5.2 A prepaid balance is a purchase, subject to VAT at top-up. The Customer tops up a balance of an amount of its own choosing, from which ECIT Solutions draws the Customer’s charges for the Services on the cycle set out in clause 4.4 — the fixed price per user quarterly in advance and token consumption beyond the included allowance monthly in arrears, per model. Amounts drawn from the balance are consumed and are not refundable.
5.3 The Customer’s administrator may enable automatic top-up, whereby a fixed amount is charged to the registered payment card when the balance falls below a threshold defined by the Customer. Where automatic top-up is not enabled, the Customer may top up at any time, including when notified that the balance is low. ECIT Solutions notifies the Customer when the balance is low.
5.4 The Services are available for as long as the prepaid balance covers the charges as they fall due. If the balance does not cover the fixed price per user when it falls due quarterly in advance, ECIT Solutions closes access to the Services. Because token consumption is measured after use, a charge for token consumption may exceed the available balance and bring it to or below zero; the Customer remains liable for such consumption, which ECIT Solutions may recover by invoice.
5.5 The minimum purchase under clause 4.3 applies regardless of payment method. Payment-card processing is handled by a third-party payment provider on its terms; ECIT Solutions does not store full card details.

6 TERM AND TERMINATION
6.1 This clause applies where the Customer pays by invoice. Where the Customer pays by prepaid balance, the availability and cessation of the Services are governed by clause 5 instead of this clause.
6.2 The subscription runs without any commitment period and renews automatically quarter by quarter.
6.3 The Customer may terminate the Services at any time with effect from the end of the current quarter. Fees already paid in advance for the current quarter are not refunded, and no compensation is payable on termination. Termination is made via email to sales@ecitsolutions.dk.
6.4 ECIT Solutions may terminate the Services with 3 months’ notice to the end of a quarter.
6.5 On termination, the Customer’s access is closed. The Customer may export its own data before termination. Deletion of data then takes place in accordance with the data processing agreement, cf. clause 11.

7 PERMITTED AND PROHIBITED USE
7.1 The Services may be used only for the Customer’s own lawful business purposes, and the Customer warrants that all use of the Services complies with applicable law, including the GDPR and the AI Act.
7.2 The Customer shall not — and shall ensure that its authorised users (the “Users”) do not — use the Services in any prohibited or unlawful manner, including, but not limited to, the following: (a) use the Services for prohibited AI practices under Article 5 of the AI Act, including manipulative or exploitative techniques, social scoring, emotion recognition in the workplace or in educational institutions, and biometric categorisation of sensitive characteristics; (b) generate, edit or distribute material that sexualises children, or non-consensual intimate material; (c) use the Services for unlawful, harassing, defamatory or discriminatory content; (d) circumvent rate limits, quotas, filters or tenant isolation; (e) resell, redistribute or grant third parties access to the Services without a written agreement with ECIT Solutions; (f) enter data that the Customer is not entitled to process, or that is subject to export control, security classification or similar restrictions; (g) carry out security testing, penetration testing, vulnerability scanning, red teaming, load testing or stress testing — whether of the Services, the underlying platform or third-party systems — or circumvent security measures in third-party systems, without ECIT Solutions’ prior written consent; or (h) use the Services for any other purpose that requires ECIT Solutions’ approval under this clause 7 or clause 8 and that has not been approved in writing.
7.3 Purposes not approved by ECIT Solutions. The purposes set out in clause 7.2 and clause 8 are not approved by ECIT Solutions. Use of the Services for such purposes constitutes a material breach of the agreement, is undertaken entirely at the Customer’s own risk, and falls outside the scope of any warranty, service level or liability assumed by ECIT Solutions. Where prior written consent is required, it must be obtained before use commences; ECIT Solutions is under no obligation to grant consent and may attach conditions to it. ECIT Solutions may suspend access in accordance with clause 15.
7.4 All consumption, including via API keys, draws on the Customer’s shared token allowance and, once the included allowance is exhausted, is charged per consumed token per model. A single integration or an agent running in a loop may consume a large part of the allowance — and generate chargeable overage — in a short time. The Customer is responsible for its own consumption, and it is recommended to agree a consumption cap where API keys are used in production.

8 HIGH-RISK AND CRITICAL USE — NO WARRANTY BY ECIT SOLUTIONS
8.1 The Services are not a high-risk AI system. The Services have not been developed, documented, conformity-assessed or CE-marked as a high-risk AI system within the meaning of the AI Act, and are delivered as a general-purpose AI system outside the high-risk category.
8.2 ECIT Solutions does not stand behind high-risk use. ECIT Solutions gives no warranty, representation or assurance whatsoever in respect of the use of the Services for purposes covered by Annex III to the AI Act, and assumes no liability for such use. The Customer must not use the Services for such purposes — including recruitment and employment decisions, creditworthiness assessment, access to essential public or private services and benefits, educational assessment, law enforcement, or migration, asylum and border-control management — unless separately agreed in writing and agreement has been reached on the necessary documentation, conformity assessment and allocation of responsibility. This prohibition applies irrespective of the date from which the obligations for high-risk AI systems become applicable under the AI Act; the deferral of those application dates does not constitute approval by ECIT Solutions of high-risk use.
8.3 Critical use. The Services must not be used as the sole basis for a decision in situations where an error may result in personal injury, material financial loss or business-critical failure, including medical diagnostics, the control of critical infrastructure, or the automated deployment of code to production without review. If the Customer uses the Services in breach of this clause 8, it bears sole responsibility as provider and/or deployer under the AI Act and shall indemnify ECIT Solutions in accordance with clause 12.

9 AI OUTPUT, HUMAN OVERSIGHT AND AI LITERACY
9.1 The Services produce AI-generated output (the “Output”) which, by its nature, may be incomplete, inaccurate, outdated or erroneous. Output does not constitute advice. The Customer must assess and verify Output before use.
9.2 ECIT Solutions gives no warranty for Output and is not liable for the Customer’s use of the Services or Output, including decisions, acts or omissions made wholly or partly on the basis of Output. Responsibility for this rests solely with the Customer.
9.3 Human oversight. The Customer shall ensure meaningful human oversight of its use of the Services and shall not rely on Output as the sole basis for decisions, cf. clause 8.3.
9.4 AI literacy. The Customer shall, in accordance with Article 4 of the AI Act, take measures to support a sufficient level of AI literacy among Users, including an understanding of the limitations of the Services and the risk of erroneous Output. ECIT Solutions makes introductory material available but is not responsible for the Customer’s internal training.

10 INTELLECTUAL PROPERTY AND DATA
10.1 ECIT Solutions retains all rights to the platform, including software, model configuration and documentation. The Customer receives a non-exclusive, non-transferable right of use during the subscription period.
10.2 The Customer retains all rights to the Customer’s input and to the Output the Customer generates via the Services. ECIT Solutions asserts no ownership thereto.
10.3 ECIT Solutions does not train on the Customer’s data and does not share the Customer’s data with third parties, cf. the service description and the data processing agreement.

11 DATA PROTECTION
11.1 Where ECIT Solutions processes personal data on behalf of the Customer, it does so under ECIT Solutions’ data processing agreement, which is presented during sign-up, where it can be read and is accepted by the Customer together with these Terms. The data processing agreement forms an integral part of the agreement.
11.2 The data processing agreement includes the list of sub-processors in force from time to time, and ECIT Solutions notifies the Customer of changes to sub-processors in accordance with the data processing agreement. The Customer is the data controller and ECIT Solutions the data processor.
11.3 In the event of conflict between the data processing agreement and these Terms regarding the processing of personal data, the data processing agreement prevails.

12 INDEMNIFICATION
12.1 The Customer shall indemnify and hold ECIT Solutions harmless against any claim, loss, liability, fine or cost (including reasonable legal costs) arising from the Customer’s breach of clause 7 or clause 8, the Customer’s use of the Services or Output, or the Customer’s other unlawful conduct.
12.2 Where the Customer uses the Services as provider and/or deployer within the meaning of the AI Act, the Customer bears the obligations attaching to that role and shall indemnify ECIT Solutions against any claim arising from the Customer’s failure to comply.

13 SHARING OF CUSTOMER DATA WITHIN THE ECIT GROUP
13.1 ECIT Solutions is entitled to use deliverables from other legal entities within the ECIT group as an integrated part of the delivery to the Customer.
13.2 Sharing of customer data across the ECIT group is necessary to optimise the services delivered to the Customer and to enable the ECIT group to provide the best possible customer service.
13.3 The Customer consents to the ECIT group:
 obtaining, processing and sharing internally within the ECIT group general information about the Customer, which may include, but is not limited to, information about the Customer’s business and an overview of the services and products the Customer already purchases from the ECIT group. The purpose is to maintain an overview of existing customer relationships, ensure that the Customer’s needs are met through individual adjustments, and provide the best possible customer service;
 obtaining, processing and sharing internally within the ECIT group contact details of the Customer’s representatives. This includes full names, titles, telephone numbers, email addresses and other relevant contact information. The contact details may be used for communication, customer service and marketing purposes. Communication with the Customer shall not be more extensive than the Customer may reasonably expect;
 obtaining, processing and sharing internally within the ECIT group customer references, comprising the use of statements from the Customer, the Customer’s logo and documentation of delivered services and products. The customer references may be used in marketing material, tender documents and other external communication.

14 CONFIDENTIALITY AND SECURITY
14.1 The parties shall treat information about each other confidentially. The Services are delivered from an ISAE 3402 Type II-audited data centre, and ECIT Solutions is certified to ISO 27001, cf. the service description.
14.2 Independently of clause 13, ECIT Solutions may name the Customer as a reference customer using the Customer’s name and logo, unless the Customer objects in writing.

15 SUSPENSION AND TERMINATION FOR BREACH
15.1 ECIT Solutions may suspend access to the Services, in whole or in part, without notice on reasonable suspicion of a security breach, misuse, or a material breach of clause 7 or clause 8, or where continued operation poses a risk to the Services or to other customers. ECIT Solutions notifies the Customer as soon as possible and restores access once the matter has been remedied.
15.2 ECIT Solutions may also suspend access on non-payment after the due date and a written reminder.
15.3 In the event of a material breach that is not remedied within 14 days of a written demand, the non-defaulting party may terminate the agreement for cause without further notice.

16 LIMITATION OF LIABILITY
16.1 The Customer’s total claims for proportionate reduction, damages and penalties are, for any period of twelve (12) consecutive months, limited to an amount corresponding to 100% of the total fees for the Services (excluding any licence payments) received by ECIT Solutions in the preceding twelve (12) months. Where twelve (12) months have not yet elapsed, the cap is calculated as the average of the monthly amounts received multiplied by twelve (12).
16.2 This limitation is cumulative and applies regardless of the number of claims or their basis.
16.3 ECIT Solutions is not liable for operating loss, consequential loss or other indirect loss, or the following types of loss, whether direct or indirect:
 the Customer’s lost revenue and savings
 loss of goodwill
16.4 The above limitations do not apply to loss caused intentionally or by gross negligence.

17 FORCE MAJEURE
17.1 ECIT Solutions is not liable for failure or delay in performance due to circumstances beyond ECIT Solutions’ reasonable control, including strikes, war, terrorism, natural disasters and interruptions in utility, communication or computer services.

18 CHANGES TO THE TERMS
18.1 ECIT Solutions may change the Terms with 30 days’ notice. If the Customer continues to use the Services after the changes take effect, the changes are deemed accepted. If the Customer does not wish to accept the changes, the Customer may terminate the Services, cf. clause 6.

19 ASSIGNMENT
19.1 The Customer may not assign the agreement without ECIT Solutions’ consent. ECIT Solutions may assign the agreement to a company within the ECIT group or in connection with a business transfer, provided the Customer’s rights are not impaired.

20 GOVERNING LAW AND VENUE
20.1 The agreement is governed by Danish law. Any dispute is settled by the ordinary courts, with the City Court of Aarhus (Retten i Aarhus) as the agreed venue at first instance.